Specific averments required for director liability in cheque dishonour complaints; vague allegations are insufficient for vicarious prosecution.

Vicarious liability of company directors under the Negotiable Instruments Act does not arise from the mere fact of directorship. A complaint under Section 138 must contain clear, specific and prima facie allegations that each director was in charge of, and responsible for, the company's business at the time of the offence, or that the offence was committed with that person's consent, connivance or neglect. A bald or vague assertion is insufficient, and the Magistrate must consider the complaint, sworn statement and supporting material before issuing process. On that basis, proceedings against the directors lacking such averments were quashed, while the case was allowed to continue against the remaining accused.

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Issues: Whether the complaint under Section 138 of the Negotiable Instruments Act, 1881 was maintainable against directors 3 to 7 in the absence of specific averments that they were in charge of and responsible for the conduct of the company's business at the material time.

Analysis: Vicarious liability of directors under Section 141 of the Negotiable Instruments Act, 1881 does not arise merely because a person holds the office of director. Liability attaches only where the complaint contains clear, unambiguous and specific allegations that the person was in charge of and responsible to the company for the conduct of its business when the offence was committed, or that the offence occurred with the consent, connivance, or neglect of such person. A bald or vague statement is insufficient. The Magistrate must also apply mind to the complaint, sworn statement, and accompanying material before issuing process, since summoning an accused in a criminal case is a serious matter.

Conclusion: The proceedings against petitioners 3 to 7 were quashed for want of specific allegations satisfying Section 141 of the Negotiable Instruments Act, 1881. The proceedings were permitted to continue against petitioners 1 and 2.

Ratio Decidendi: For prosecution of directors of a company for an offence under Section 138 of the Negotiable Instruments Act, 1881, the complaint must contain specific and prima facie allegations showing that each accused director was in charge of and responsible for the conduct of the company's business at the relevant time.

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